Law Amending and Supplementing Certain Articles of the Law on Credit Institutions No. 17/2017/QH14

LAW

AMENDMENTS AND SUPPLEMENTS TO CERTAIN ARTICLES

OF THE LAW ON CREDIT ORGANIZATIONS

On the basis of the Constitution of the Socialist Republic of Vietnam;

The National Assembly enacted the Law amending and supplementing certain articles of the Law on Credit Organizations No. 47/2010/QH12.

Article 1. Amending and supplementing certain provisions of the Law on Credit Organizations

1. Supplement Point g to Clause 28 of Article 4 as follows:

“g) Legal entities and individuals with potential risk relationships for the operations of credit organizations and foreign bank branches as determined according to internal regulations of credit organizations and foreign bank branches or upon written request of the State Bank through specific inspection and supervision activities.”

2. Supplement Clauses 33, 34, 35, 36, 37, 38, 39, and 40 to Article 4 as follows:

"33. Early intervention It refers to the State Bank requiring credit organizations and foreign bank branches to rectify the situation stipulated in Clause 1 of Article 130a of this Law.

34. Special Supervision is placing a credit organization under direct supervision of the State Bank as provided for in Section 1 Chapter VIII of this Law.

35. Restructuring plan for credit organizations under special supervision (hereinafter referred to as restructuring plan) is one of the following plans:

a) Recovery plan;

b) Merger, consolidation, transfer of all shares, contribution capital plan;

c) Dissolution plan;

d) Forced transfer plan;

đ) Bankruptcy plan.

36. Recovery plan is a plan applying measures for credit organizations under special supervision to self-correct the conditions leading to their placement under special supervision.

37. Merger, consolidation, transfer of all shares, contribution capital plan is a plan applied when there is a credit organization accepting merger, consolidation, or an investor accepting the transfer of all shares, contribution capital of a credit organization under special supervision.

38. Forced transfer plan is a plan where the owner, contributor, shareholder of a specially supervised commercial bank must transfer all shares, contribution capital to the transferee.

39. Transferee is a domestic credit organization, foreign credit organization, or other investor proposing to accept forced transfer and approved by the competent authority to accept such transfer.

40. Supporting credit organization is a credit organization designated to participate in management, control, operation, and support the organization and activities of credit organizations under special supervision.”

3. Amend and supplement Point b of Clause 1 of Article 28 as follows:

“b) Credit organizations being divided, separated, merged, consolidated, dissolved, bankrupted, or converted into another legal form;”

4. Amend and supplement Points c, đ, e, and g of Clause 1, Clause 2, and Clause 3 of Article 29 as follows:

“c) Location of branch headquarters of credit organizations;”

“đ) Purchase, transfer of ownership share of the owner; purchase, transfer of ownership share of the contributor; purchase, transfer of large shareholder's shares; purchase, transfer of shares leading to a large shareholder becoming a regular shareholder and vice versa.

In case of purchase, transfer of ownership share of a credit organization that is a limited liability company, the buyer or transferee must meet the conditions for the owner and contributor as stipulated in Articles 20, 70, and 71 of this Law;

e) Suspension of business operations for five working days or more, except in cases of suspension due to force majeure events;

g) Listing of shares on foreign securities markets.”

“2. The dossier, procedures, and process for approving changes as stipulated in Clause 1 of this Article and the amendment and supplementation of the License shall be carried out in accordance with the regulations of the State Bank.

3. The change in registered charter capital, transfer of ownership share of contributors of people's credit funds shall be implemented in accordance with the regulations of the State Bank.”

5. Amend and supplement Point a of Clause 4 of Article 29 as follows:

“a) Amending and supplementing the Charter of credit organizations in accordance with the approved changes;”

6. Supplement Point h to Clause 1 of Article 33 as follows:

“h) Individuals who bear responsibility according to the inspection conclusion leading to the credit organization, foreign bank branch being administratively fined at the highest fine level for violations concerning licenses, governance, management, shares, stocks, contributions, lending, purchasing corporate bonds, safety ratios as prescribed by laws on administrative violations in the monetary and banking sector.”

7. Amend and supplement Clause 3 and supplement Clause 4 to Article 34 as follows:

“3. General Directors (Directors), Deputy General Directors (Deputy Directors) and equivalent positions in credit organizations may not concurrently hold positions as members of the Board of Management, members of the Board of Members, or members of the Audit Board of other credit organizations, except in cases where the organization is a subsidiary of the credit organization. Deputy General Directors (Deputy Directors) and equivalent positions in credit organizations may not concurrently hold positions as General Directors (Directors), Deputy General Directors (Deputy Directors) or equivalent positions in other enterprises.

4. Chairmen of the Board of Management, Chairmen of the Board of Members, General Directors (Directors) of credit organizations may not concurrently hold positions as Chairmen of the Board of Management, members of the Board of Management, Chairmen of the Board of Members, members of the Board of Members, Chairmen of companies, General Directors (Directors), Deputy General Directors (Deputy Directors) or equivalent positions in other enterprises.”

8. Supplement Clause 4 to Article 39 as follows:

“4. Credit organizations must notify the State Bank in writing of the information specified in Clause 1 of this Article within seven working days from the date the credit organization receives publicly disclosed information as stipulated in Clause 2 of this Article.”

9. Supplement Clause 2a after Clause 2 of Article 45 as follows:

“2a. Appointing, dismissing, disciplining, suspending, and determining salary levels and other benefits for positions within the internal audit department.”

10. Amend and supplement Point c and supplement Point d to Clause 1 of Article 50 as follows:

“c) Hold a bachelor’s degree or higher;

d) Having at least three years as a manager or executive of a credit institution or having at least five years as a manager or executive of a business operating in the financial, banking, accounting, or auditing sectors, or of another business with minimum capital equal to the statutory capital requirement for the corresponding type of credit institution, or having at least five years of direct work experience in financial, banking, accounting, or auditing business operations.

11. Amend and supplement Point d Clause 4 Article 50 as follows:

“d) Having at least five years as an executive of a credit institution or having at least five years as the General Director (Director) or Deputy General Director (Deputy Director) of a business with minimum capital equal to the statutory capital requirement for the corresponding type of credit institution and having at least five years of direct work experience in the financial, banking, accounting, or auditing sector; or having at least ten years of direct work experience in the financial, banking, accounting, or auditing sector;”

12. Amend and supplement Clause 6 Article 52 as follows:

“6. A joint-stock credit institution must have a minimum of 100 shareholders without a maximum limit, except for a commercial bank under special control that is implementing a mandatory transfer plan as provided in Section 1d Chapter VIII of this Law.”

13. Amend and supplement Point c Clause 1 Article 54 as follows:

“c) Be responsible under the law for the legality of the source of contributed capital, purchased, or received transferred shares in a credit institution; not use funds from a credit institution or foreign bank branch’s credit to purchase or receive transferred shares of a credit institution; not contribute capital or purchase shares of a credit institution under the name of another individual or legal entity in any form, except in cases of agency as prescribed by law;”

14. Amend and supplement Point a Clause 2 and Clause 3 Article 55 as follows:

“a) Hold shares in a credit institution subject to special control according to the restructuring plan approved by the competent authority; hold shares of a credit institution in subsidiaries or associated companies as prescribed in Clause 2 and Clause 3 Article 103, Clause 3 Article 110 of this Law;”

“3. Shareholders and related parties of such shareholders may not own more than 20% of the charter capital of a credit institution, except in cases prescribed in Points a, b, and c Clause 2 of this Article. Large shareholders of a credit institution and related parties of such shareholders may not own shares amounting to 5% or more of the charter capital of another credit institution.”

15. Amend and supplement Point c Clause 2 Article 56 as follows:

“c) Members of the Board of Directors, members of the Supervisory Board, General Director (Director) transferring shares to other investors to implement the restructuring plan already approved by the competent authority.”

16. Amend and supplement Clause 5 Article 63 as follows:

“5. Appoint, dismiss, discipline, suspend, and determine salary levels and other benefits for the positions of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant, Secretary of the Board of Directors, and other managerial or executive positions as prescribed in the internal regulations of the Board of Directors.”

17. Amend and supplement Clause 2 Article 75 as follows:

“2. The Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, and the General Director (Director) of cooperative banks and people's credit funds must meet the professional qualifications, ethical standards, and knowledge of banking activities as stipulated by the State Bank and must be on the list approved by the State Bank.”

The State Bank shall specify the procedures and documents for approving the list of candidates for election or appointment to the positions specified in this clause.

18. Amend the phrase "must be registered at" to "must send" in Clause 3 Article 31 and Clause 2 Article 77; amend the phrase "manage collateral assets" to "manage debts and utilize assets" in Clause 3 Article 103 and Clause 3 Article 110.

19. Amend and supplement Clause 2, Clause 6, and add Clause 7 to Article 126 as follows:

“2. The provisions of Clause 1 of this Article do not apply to people's credit funds and cases of extending credit in the form of issuing credit cards to individuals.

The credit card limit for individuals as prescribed in Clause 1 of this Article shall be implemented in accordance with the regulations of the State Bank.”

“6. Credit institutions and foreign bank branches may not extend credit to contribute capital or purchase shares of credit institutions.”

7. The credit extension activities prescribed in Clauses 1, 3, 4, 5, and 6 of this Article include purchasing and investing in corporate bonds.”

20. Amend and supplement Point b Clause 1, and add Clause 5 to Article 127 as follows:

“b) The Chief Accountant of credit institutions and foreign bank branches, the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, the Director, Deputy Director, and equivalent positions of people's credit funds;”

“5. The total outstanding credit limit prescribed in Clause 2 of this Article includes the total amount of purchasing and investing in bonds issued by entities prescribed in Points a, c, and d Clause 1 of this Article; the total outstanding credit limit prescribed in Clause 4 of this Article includes the total amount of purchasing and investing in bonds issued by the entity prescribed in Point e Clause 1 of this Article.”

21. Amend and supplement Clauses 4, 5, and 7 of Article 128 as follows:

“4. The outstanding credit limit prescribed in Clauses 1 and 2 of this Article includes the total amount of purchasing and investing in bonds issued by customers or related parties of such customers.”

5. The limits and conditions for credit extension for investment and trading in stocks and corporate bonds by credit institutions and foreign bank branches shall be regulated by the State Bank.”

“7. In exceptional cases, to fulfill economic and social tasks where the combined funding capacity of credit institutions and foreign bank branches cannot meet the needs of a customer, the Prime Minister shall decide the maximum credit limit exceeding the limits prescribed in Clauses 1 and 2 of this Article for each specific case.”

The Prime Minister shall prescribe the conditions, documents, and procedures for requesting approval of the maximum credit limit exceeding the limits prescribed in Clauses 1 and 2 of this Article.”

22. Add Clause 6 to Article 129 as follows:

"6. The amount of capital contribution and purchase of shares prescribed in Clause 1 and Clause 3 of this Article does not include the amount of capital contribution and purchase of shares by a fund management company that is a subsidiary or associated company of a commercial bank or finance company into a business from funds managed by that company."

23. Amend Point e of Clause 1 of Article 130 as follows:

"e) The ratio of purchasing and investing in government bonds and government-guaranteed bonds."

24. Repeal Clause 5 of Article 130.

25. Add Article 130a after Article 130 as follows:

"Article 130a. Early intervention measures for credit institutions and foreign bank branches

1. The State Bank shall consider applying early intervention measures to credit institutions falling into one of the following situations but have not yet been placed under special supervision pursuant to Article 145 of this Law:

a) Failure to maintain the liquidity coverage ratio prescribed in Point a of Clause 1 of Article 130 of this Law for a continuous period of three months;

b) Failure to maintain the capital adequacy ratio prescribed in Point b of Clause 1 of Article 130 of this Law for a continuous period of six months;

c) Ranking below the average level as prescribed by the State Bank.

2. The State Bank shall consider applying early intervention measures to foreign bank branches when they fall into one of the situations prescribed in Points a, b, and c of Clause 1 of this Article.

3. Within thirty days from the date of receipt of the early intervention application notice from the State Bank, credit institutions and foreign bank branches must report to the State Bank on their current situation, causes, remediation plans for the conditions stipulated in Clause 1 of this Article, and implementation organization. If necessary, the State Bank may request credit institutions and foreign bank branches to adjust their remediation plans.

The maximum time limit for implementing the remediation plan is one year, starting from the date of issuance of the early intervention application notice by the State Bank.

4. The remediation plan includes one or more of the following measures:

a) Narrowing down the scope and range of operations, restricting large transactions;

b) Increasing the charter capital and authorized capital; strengthening the holding of highly liquid assets; selling, transferring assets and implementing other solutions to meet the requirements for ensuring safety in banking operations;

c) Restricting dividend payments and profit distribution;

d) Reducing operating costs and management costs; limiting remuneration and bonuses for managers and executives;

đ) Strengthening risk management; restructuring the management structure, reducing staff;

e) Other measures as prescribed by law.

5. In cases where credit institutions and foreign bank branches cannot develop a remediation plan as prescribed in Clause 3 of this Article or fail to remedy the situation stipulated in Clause 1 of this Article within the remediation period, the State Bank will require credit institutions and foreign bank branches to implement one or more of the measures prescribed in Clause 4 of this Article based on the nature and degree of risk.

6. The State Bank shall issue a notice terminating the application of early intervention measures after credit institutions and foreign bank branches have remedied the situation stipulated in Clause 1 of this Article or when the credit institution has been placed under special supervision.

7. The State Bank shall provide detailed regulations on this matter."

26. Add Point c to Clause 2 of Article 141 as follows:

"c) Changing the name of a branch of a credit institution; temporarily suspending business operations for less than five working days; listing shares on the domestic securities market."

27. Amend and supplement Section 1 of Chapter VIII as follows:

"Section 1.

SPECIAL SUPERVISION"

Article 145. Cases for placing credit organizations under special supervision

1. A credit organization shall be considered for placement under special supervision when it falls into one of the following situations:

a) Loss of, or risk of losing, payment capacity or liquidity capacity as prescribed by the State Bank of Vietnam;

b) The cumulative loss of the credit organization exceeds 50% of the value of its charter capital and reserves recorded in the most recent audited financial report;

c) It fails to maintain the prescribed capital adequacy ratio set forth in Point b Clause 1 Article 130 of this Law for a continuous period of twelve months, or the capital adequacy ratio is below 4% for a continuous period of six months;

d) It has been rated as weak for two consecutive years according to the regulations of the State Bank.

2. When there is a risk of inability to pay or a risk of inability to settle debts, the credit organization must promptly report to the State Bank on the current situation, causes, measures already applied, proposed measures to address the issues, and recommendations to the State Bank.

Article 145a. Decision to place credit organizations under special supervision

1. The State Bank shall examine and decide to place credit organizations falling within the cases stipulated in Clause 1 Article 145 of this Law under special supervision and establish a Special Supervision Board to oversee the operations of such credit organizations.

2. The State Bank shall specify the following contents:

a) The form of special supervision, the duration of special supervision, extension of the duration of special supervision, termination of special supervision, and public announcement of information regarding the special supervision of credit organizations;

b) The composition, number, structure, and operational mechanism of the Special Supervision Board appropriate to the form of special supervision and the actual conditions of the credit organization under special supervision.

3. From the date the State Bank places the credit organization under special supervision, the principal and interest of the loan from the State Bank to that credit organization shall be converted into special loans.

Article 145b. Termination of special supervision

The State Bank shall examine and decide to terminate special supervision for credit organizations under special supervision in one of the following cases:

1. The credit organization under special supervision has overcome the situation leading to its placement under special supervision and complies with the safety ratios prescribed in Article 130 of this Law;

2. During the period of special supervision, the credit organization under special supervision is merged, consolidated, or dissolved into another credit organization;

3. After the Judge appoints a Liquidator or a business to manage and liquidate assets to proceed with the bankruptcy process of the credit organization under special supervision.

Article 146. Authority to decide restructuring of credit organizations under special supervision

1. The Government has the following authority:

a) To decide on the policy of restructuring through dissolution, compulsory transfer, or bankruptcy of credit organizations under special supervision;

b) To approve plans for compulsory transfer or bankruptcy of credit organizations under special supervision;

c) To apply special measures to ensure the safety of the credit organization system, social order, and security when handling credit organizations under special supervision and report to the National Assembly at the nearest session.

2. The Prime Minister has the following authority:

a) To decide on the policy of restructuring through recovery, merger, consolidation, or transfer of all shares or equity contributions for commercial banks, cooperative banks, and finance companies under special supervision;

b) To approve plans for recovery, merger, consolidation, or transfer of all shares or equity contributions for commercial banks, cooperative banks, and finance companies under special supervision;

c) To decide on the provision of special loans by the State Bank with preferential interest rates up to 0% for credit organizations under special supervision.

3. The State Bank has the following authority:

a) To decide on the policy of restructuring through recovery, merger, consolidation, or transfer of all equity contributions for people's credit funds and microfinance organizations;

b) To approve plans for recovery, merger, consolidation, or transfer of all equity contributions for people's credit funds and microfinance organizations, except for the decision on the provision of special loans as stipulated in Point c Clause 2 of this Article;

c) To decide on the purchase of long-term bonds issued by credit organizations by the Vietnam Deposit Insurance Corporation for support.

Article 146a. Duties and powers of the State Bank towards credit institutions under special supervision

1. Handle the recommendations of the Special Supervisory Board as stipulated in Article 146b of this Law.

2. Decide to apply one or more support measures prescribed in Clause 1 and Clause 2 of Article 148b of this Law before the restructuring plan is approved, except for the decision on special loans prescribed in Point c Clause 2 of Article 146 of this Law.

3. Appoint the Chairman and other members of the Board of Directors, the Chairman and other members of the Board of Members, the Head and other members of the Special Supervisory Board, General Director (Director), Deputy General Director (Deputy Director) and equivalent positions of credit institutions under special supervision.

4. Decide on the content, scope, and network of operations of credit institutions under special supervision.

5. Decide not to apply recovery measures or terminate the application of recovery measures for credit institutions implementing a bankruptcy plan that has been approved.

6. Decide on special loans from the State Bank as prescribed in Point a Clause 1 of Article 146d of this Law, except for the decision on special loans prescribed in Point c Clause 2 of Article 146 of this Law.

7. Require owners, shareholders, and stockholders of credit institutions under special supervision:

a) Report on the use of shares and capital contributions;

b) Not be allowed to transfer shares and capital contributions;

c) Not be allowed to use shares and capital contributions as collateral.

8. Other duties and powers as prescribed by this Law.

Article 146b. Duties and powers of the Special Supervisory Board

1. Direct the Board of Directors, Board of Members, and General Director (Director) of credit institutions under special supervision to implement the following contents:

a) Review and adjust organizational structure, network, business activities, focus on recovering bad debts, and handle collateral assets;

b) Reduce costs, including reducing interest rates on deposits with high interest rates, bonds with high interest rates, rental fees on asset leasing contracts, and purchase contracts with high rental fees.

2. Direct credit institutions under special supervision to develop and implement restructuring plans as prescribed by this Law.

3. Temporarily suspend one or more business activities of credit institutions under special supervision if these activities may increase risks for such credit institutions or are inconsistent with the approved restructuring plan.

4. Suspend, temporarily suspend management, operation, and supervisory rights of credit institutions and recommend the State Bank to appoint substitutes for the Chairman, Board of Directors members, Chairman, Board of Members members, Special Supervisory Board Head, Special Supervisory Board members, General Director (Director), Deputy General Director (Deputy Director) and equivalent positions of credit institutions under special supervision.

5. Require the Board of Directors, Board of Members, and General Director (Director) to dismiss or suspend from duty individuals who violate laws, fail to comply with the approved restructuring plan, or fail to follow the directives of the Special Supervisory Board.

6. Recommend the State Bank to decide: change the form of special supervision, extend or terminate the period of special supervision; grant special loans, extend the loan period for special loans, recover special loan amounts; liquidate assets, revoke the license of credit institutions under special supervision.

7. Other duties and powers as prescribed by this Law.

Article 146c. Responsibilities of credit institutions under special control, owners, shareholders, members contributing capital, board of directors, board of members, supervisory board, general director (director) of credit institutions under special control

1. Credit institutions under special control, owners, members contributing capital, shareholders of credit institutions under special control shall have the following responsibilities:

a) To develop restructuring plans as required by the Special Control Board;

b) To implement policies and restructuring plans that have been decided and approved by competent authorities;

c) To comply with decisions and requirements of the State Bank stipulated in Article 146a of this Law;

d) To comply with decisions and requirements of the Special Control Board stipulated in Article 146b of this Law.

2. The board of directors, board of members, supervisory board, general director (director) of credit institutions under special control shall have the following responsibilities:

"a) To implement the responsibilities prescribed in Clause 1 of this Article;"

b) To manage, supervise, and operate the business activities of credit institutions to ensure the safety of assets of credit institutions.

Article 146d. Special loans

1. Credit institutions under special control may borrow specially from the State Bank, Vietnam Deposit Insurance Corporation, Vietnam Rural Credit Cooperative Bank, and other credit institutions in the following cases:

a) To support liquidity when credit institutions face the risk of losing their ability to pay or have already lost their ability to pay, threatening the stability of the system during the period of special control of credit institutions, including cases where credit institutions are implementing approved restructuring plans;

b) To support recovery according to approved recovery plans and mandatory transfer plans.

2. Special loans shall be prioritized for repayment before all other debts, including secured debts of credit institutions in the following cases:

a) Upon maturity of debt repayment, except in cases where the restructuring plan has not yet been approved or in cases where the restructuring plan has changed but has not yet been approved;

b) When the credit institution is dissolved or declared bankrupt.

3. The State Bank shall specify detailed regulations on special lending to credit institutions under special control.

Article 146đ. Management, operation, and activities of credit institutions under special control

1. The content and scope of activities of credit institutions under special control shall be decided by the State Bank, except for cases stipulated in Clause 3 of Article 146b of this Law.

2. During the period of special control, credit institutions under special control are not required to comply with the provisions of Articles 128, 130, 131, and 140 of this Law, but shall implement according to the decision of the State Bank for each specific case; if the amount of risk provision to be established is greater than the difference between income and expenditure from annual operating results (excluding the amount of risk provision temporarily set aside in the year), then the minimum level of risk provision shall be equal to the difference between income and expenditure.

3. Credit institutions under special control are not required to establish reserve requirements.

4. Credit institutions under special control are exempted from paying deposit insurance premiums and fees for participating in the Fund for Ensuring Safety of People's Credit Funds Systems.

5. The convening of the Shareholders' Meeting and the disclosure of information of credit institutions under special control shall be carried out according to the requirements of the State Bank in accordance with the goal of ensuring the safety of the credit institution system.

6. The number of members, term of office of the board of directors, board of members, supervisory board of credit institutions under special control shall be decided by the State Bank in accordance with the actual operational status of credit institutions under special control.

In the event that the term of office of the board of directors, board of members, supervisory board of credit institutions expires and the credit institution under special control has not yet elected or appointed new terms of the board of directors, board of members, supervisory board, the current board of directors, board of members, supervisory board shall continue to manage and supervise the credit institution in accordance with the provisions of the law.

28. Supplement items 1a, 1b, 1c, 1d, 1đ, and 1e after Item 1 Chapter VIII as follows:

"Item 1a.

ASSESSING THE SITUATION AND DECIDING ON THE POLICIES FOR RESTRUCTURING CREDIT INSTITUTIONS UNDER SPECIAL CONTROL

Article 147. Overall Assessment of the Current Status of Credit Institutions under Special Control

1. The Special Control Board shall require credit institutions under special control to engage independent auditing organizations to review and assess their financial status, determine the actual value of charter capital and reserve funds according to specific requirements set forth by the Special Control Board. The engagement of independent auditing organizations must be completed within thirty days from the date of the decision establishing the Special Control Board.

In cases where credit institutions under special control fail to complete the engagement of independent auditing organizations within the prescribed time limit, the Special Control Board shall designate an independent auditing organization.

2. Within four months from the date of the decision establishing the Special Control Board, credit institutions under special control must complete and submit to the Special Control Board an overall self-assessment of their current status and proposals for restructuring plans for such credit institutions.

3. Within five months from the date of the decision establishing the Special Control Board, the Special Control Board must complete the overall assessment of the current status of credit institutions under special control, including situations where credit institutions have not completed their self-assessments as stipulated in Clause 2 of this Article.

4. The overall assessment of the current status of credit institutions under special control, except for people's credit funds, as specified in Clauses 2 and 3 of this Article, must be based on reports from independent auditing organizations as stipulated in Clause 1 of this Article.

5. The content of the overall assessment of the current status of credit institutions under special control shall be decided by the Special Control Board but must include at least the following items:

a) Financial situation, the actual value of charter capital and reserve funds;

b) Current status regarding organizational structure, governance, management, and information technology systems;

c) Current status regarding operations and business activities.

6. Costs for engaging independent auditing organizations and other costs related to the overall assessment of the current status of credit institutions under special control shall be borne by the credit institution under special control and recorded as expenses of that credit institution.

Article 147a. Proposals and Decisions on Restructuring Plans for Credit Institutions under Special Control

1. Based on the overall assessment of the current status of credit institutions under special control, the Special Control Board shall propose to the State Bank the restructuring plan for such credit institutions.

2. Within sixty days from the date of receipt of the proposal from the Special Control Board, the State Bank shall examine and decide, or refer to the Government or the Prime Minister for examination and decision on the restructuring plan for credit institutions under special control in accordance with the authority stipulated in Article 146 of this Law.

3. Within thirty days from the date of receipt of the request from the State Bank, the Government or the Prime Minister shall examine and decide on the restructuring plan for credit institutions under special control in accordance with the authority stipulated in Article 146 of this Law.

Section 1b.

RECOVERY PLAN FOR CREDIT INSTITUTIONS UNDER SPECIAL CONTROL

Article 148. Construction and Approval of Recovery Plans

1. Within sixty days from the date of receipt of the decision on restructuring according to the recovery plan, the special control credit organization must complete the construction and submit the recovery plan to the Special Control Board.

2. Within thirty days from the date of receipt of the recovery plan of the special control credit organization, the Special Control Board evaluates and reports to the State Bank on the feasibility of the recovery plan.

For the recovery plan of people's credit funds, the Special Control Board shall cooperate with the Vietnam Deposit Insurance Corporation and the Vietnam Rural Credit Bank to evaluate the feasibility of the plan; for the recovery plan of microfinance organizations and finance companies, the Special Control Board shall cooperate with the Vietnam Deposit Insurance Corporation to evaluate the feasibility of the plan.

3. Within sixty days from the date of receipt of the report and the recovery plan submitted by the Special Control Board, the State Bank shall examine and approve or submit the recovery plan for approval by the Prime Minister in accordance with the authority prescribed in Article 146 of this Law.

4. In case the special control credit organization fails to complete the construction of the recovery plan as stipulated in Clause 1 of this Article or if the recovery plan is not approved by the competent authority as stipulated in Clause 3 of this Article, the State Bank shall examine and decide or submit to the Government or the Prime Minister for a decision on the merger, consolidation, transfer of all shares or capital contributions, dissolution, compulsory transfer or bankruptcy of the special control credit organization in accordance with the authority prescribed in Article 146 of this Law.

Article 148a. Contents of the Recovery Plan

1. The recovery plan includes the following minimum contents:

a) The plan to increase the charter capital and the implementation period of the charter capital increase plan in cases where the actual value of the charter capital is lower than the statutory capital; the capital adequacy ratio is below the level prescribed by the State Bank; as required by the State Bank to ensure the safety of the operation of the credit organization;

b) Business operation plan during the recovery phase;

c) Organizational structure, management, and governance plan;

d) Plan to address financial weaknesses, bad debts, collateral assets, and measures to rectify legal violations;

e) Payment plan according to a schedule for deposits from corporate customers, deposits, and loans from other credit organizations; plan to handle special loans already borrowed, including special loans prescribed in Clause 3 of Article 145a of this Law;

f) Support measures prescribed in Article 148b of this Law that need to be applied;

g) Implementation schedule and time limit for the recovery plan.

2. In case the State Bank intends to designate a credit organization to provide support, in addition to the contents prescribed in Clause 1 of this Article, the special control credit organization shall cooperate with the supporting credit organization to supplement the following contents:

a) Support plan of the supporting credit organization for the special control credit organization; support plan for the supporting credit organization;

b) Salary, remuneration, bonus, and other benefits payment plan for personnel seconded to assist in the management and operation of the special control credit organization;

c) Salary payment plan for employees of the special control credit organization during the special control period.

Article 148b. Measures to support the implementation of recovery plans

1. Special control credit organizations, including commercial banks, cooperative banks, and finance companies, may apply one or more of the following support measures:

a) Selling non-performing debts without collateral or non-performing debts with collateral that is currently being seized or for which there are no valid documentation to state-owned entities holding 100% of the charter capital established by the Government to handle non-performing debts of credit organizations;

b) Borrowing at preferential interest rates up to 0% from the State Bank;

c) Gradually accounting for the difference between the book value of debt, receivables, equity investments, and share purchases recorded in the balance sheet and the selling price and the amount of provisions already set aside for these items, consistent with the financial situation of the special control credit organization, with a maximum period of 10 years;

d) Exempting or reducing interest on rediscount loans and special borrowing from the State Bank;

đ) Finance companies may borrow at preferential interest rates up to 0% from the Vietnam Deposit Insurance Corporation from the Operational Reserve Fund;

e) Receiving deposits or borrowing at preferential interest rates from supporting credit organizations;

g) Purchasing corporate debts or bonds held by supporting credit organizations classified as standard loans according to regulations of the State Bank;

h) Purchasing or investing in information technology systems exceeding the ratio specified in Article 140 of this Law;

i) Other measures as approved in the recovery plan.

2. Special control credit organizations, including people's credit funds and microfinance institutions, may apply one or more of the following support measures:

a) The measure prescribed in point a, Clause 1 of this Article;

b) Borrowing at preferential interest rates up to 0% from the Vietnam Deposit Insurance Corporation from the Operational Reserve Fund;

c) Microfinance institutions may borrow at preferential interest rates up to 0% from the State Bank;

d) People's credit funds may borrow at preferential interest rates up to 0% from the Vietnam Cooperative Bank from the Safety Assurance Fund for People's Credit Funds;

đ) Other measures as approved in the recovery plan.

3. The Vietnam Deposit Insurance Corporation may account for a reduction in the Operational Reserve Fund to handle unrecoverable special loans.

4. The Vietnam Cooperative Bank may account for a reduction in the Safety Assurance Fund for People's Credit Funds to handle unrecoverable special loans.

Article 148c. Organizations Implementing Recovery Plans

1. The Special Control Board directs, monitors, and supervises special control credit organizations to implement the approved recovery plan.

2. Upon the Special Control Board's proposal, the State Bank decides or submits to the Prime Minister for decision on the following matters:

a) Amending and supplementing the recovery plan, including extending the implementation period of the recovery plan;

b) Terminating the implementation of the recovery plan to transition to a merger, consolidation, transfer of all shares, or equity contributions based on the proposal of the special control credit organization and the Special Control Board.

3. The State Bank issues a decision designating supporting credit organizations according to the approved recovery plan.

4. If the State Bank determines that the special control credit organization lacks the ability to recover according to the approved recovery plan or fails to improve its condition within the recovery plan's implementation period, leading to the special control status, the State Bank decides or submits to the Government or the Prime Minister for decision on the policy of merging, consolidating, transferring all shares or equity contributions, liquidation, compulsory transfer, or bankruptcy of the special control credit organization according to the authority stipulated in Article 146 of this Law.

Article 148d. Conditions for credit institutions providing support

Credit institutions providing support must meet the following conditions:

1. Operating profitably for at least two consecutive years immediately preceding the time point when they are considered for designation to participate in support according to audited financial reports.

2. Meeting the safety ratios prescribed in Article 130 of this Law.

3. The Board of Members, Board of Directors, and Audit Committee having the number and structure as stipulated by law.

4. Having an internal control system and dedicated internal audit ensuring compliance with the provisions of Articles 40 and 41 of this Law.

Article 148e. Rights and obligations of credit institutions providing support

1. Cooperate with supervised credit institutions to develop recovery plans as prescribed in Clause 2 of Article 148a of this Law.

2. Select, introduce, and mobilize competent and experienced staff to participate in management, supervision, and operation of supervised credit institutions as required by the State Bank.

3. Organize implementation, management, and supervision of the organization and activities of supervised credit institutions according to approved recovery plans; propose to the Special Supervisory Board amendments and supplements to the approved recovery plans.

4. Provide loans and deposit funds with preferential interest rates at supervised credit institutions according to approved recovery plans.

5. Sell debts and corporate bonds classified as standard risk category according to the State Bank's regulations to supervised credit institutions as required by the State Bank.

6. Repurchase debts and corporate bonds sold as prescribed in Clause 5 of this Article upon request of the State Bank.

7. Be eligible to borrow rediscount funds with preferential interest rates up to 0%, and have their mandatory reserve ratio reduced by 50% according to approved recovery plans.

8. Not be restricted regarding the ratio of purchasing and investing in government bonds and government-guaranteed bonds as prescribed in Point e, Clause 1 of Article 130 of this Law.

9. Loans and deposits at supervised credit institutions apply a risk weight of 0% when calculating capital adequacy ratios and are classified as standard risk category.

10. Be allowed to record salaries, remuneration, and bonuses paid to dispatched personnel participating in management, supervision, and operation of supervised credit institutions as operational expenses.

11. Be permitted to issue long-term bonds to the Vietnam Deposit Insurance Corporation as decided by the State Bank.

12. Be entitled to other supportive measures determined by the State Bank within its authority.

Section 1c.

MERGER, CONSOLIDATION, AND TRANSFER OF ALL SHARES OR CONTRIBUTED CAPITAL OF SUPERVISED CREDIT INSTITUTIONS

Article 149. Merger, consolidation, and transfer of all shares or contributed capital of supervised credit institutions

1. The construction and approval of merger, consolidation, and transfer plans of all shares or contributed capital shall be carried out when meeting the following conditions:

a) Being decided on the policy of merger, consolidation, or transfer of all shares or contributed capital as prescribed in Article 147a of this Law or falling under one of the cases of merger, consolidation, or transfer of all shares or contributed capital prescribed in Clause 4 of Article 148, Clause 2 and Clause 4 of Article 148c of this Law.

b) Having a credit institution accepting merger or consolidation, or an investor accepting the transfer of all shares or contributed capital that meets the conditions stipulated by law.

c) The credit institution after merger or consolidation ensures the actual value of the charter capital is not less than the statutory capital and meets the safety ratios prescribed in Article 130 of this Law.

2. The procedures for deciding on the policy of merger, consolidation, or transfer of all shares or contributed capital of supervised credit institutions as prescribed in Clause 4 of Article 148, Clause 2 and Clause 4 of Article 148c of this Law shall be implemented according to the provisions of Clause 2 and Clause 3 of Article 147a of this Law.

Article 149a. Construction and Approval of Merger, Consolidation, and Transfer of All Shares or Contributed Capital Plans

1. The procedure for constructing and approving merger, consolidation, and transfer of all shares or contributed capital plans shall be carried out in accordance with the provisions of Clauses 1, 2, and 3 of Article 148 of this Law.

2. In cases where a supervised credit institution fails to complete the construction of the plan or the plan is not approved by the competent authority within the time limit specified in Clauses 1 and 3 of Article 148 of this Law, the State Bank shall examine and submit to the Government for a decision on the dissolution, compulsory transfer, or bankruptcy of the supervised credit institution.

Article 149b. Contents of Merger, Consolidation, and Transfer of All Shares or Contributed Capital Plans

1. The merger, consolidation, and transfer of all shares or contributed capital plans shall include the following minimum contents:

a) The name of the merger, consolidation, or transfer of all shares or contributed capital plan and the implementation process;

b) Information about the credit institution being merged, receiving the merger, being consolidated, and the investor receiving the transfer of all shares or contributed capital, including proof of capacity and conditions as prescribed by law;

c) The organizational structure, management, and operation plan, including the integration and conversion of information technology systems in the case of merger or consolidation;

d) The business operation plan for three years after the merger, consolidation, or transfer of all shares or contributed capital, including the expected ratios of safety guarantees as stipulated in Article 130 of this Law;

đ) The plan for handling special loans already borrowed, including special loans as prescribed in Clause 3, Point a of Article 145 of this Law;

e) Support measures prescribed in Article 149c of this Law that need to be applied;

g) Implementation schedule and deadlines for the plan.

2. For the case of transferring all shares or contributed capital, the plan must include content on measures to address the situation leading to the placement of the credit institution under special supervision.

Article 149c. Support Measures for Implementing Merger, Consolidation, and Transfer of All Shares or Contributed Capital Plans

Credit institutions after merger, consolidation, or transfer of all shares or contributed capital may apply one or more of the following support measures:

1. The measures prescribed in Points a and c, Clause 1 of Article 148b of this Law;

2. In cases where the amount of risk provision required is greater than the difference between income and expenditure from annual operating results (excluding the amount of risk provision temporarily set aside in the year), the level of risk provision shall be implemented according to the approved plan but must be at least equal to the difference between income and expenditure;

3. Other measures according to the approved plan.

Article 149d. Implementation of Merger, Consolidation, and Transfer of All Shares or Contributed Capital Plans

1. The State Bank directs, monitors, and supervises the implementation of the approved plan.

2. The State Bank decides or submits to the Prime Minister for a decision within its authority to amend or supplement the plan, including extending the implementation deadline based on the Special Supervisory Board's proposal.

3. The procedures and formalities for implementing mergers, consolidations, and transfers of all shares or contributed capital shall be carried out in accordance with the provisions of the law.

4. In cases where the credit institution under special supervision fails to implement the merger, consolidation, or transfer of all shares or contributed capital plan by the end of the implementation period, the State Bank shall examine and submit to the Government for a decision on the dissolution, compulsory transfer, or bankruptcy of the credit institution under special supervision.

Section 1d.

PLAN FOR LIQUIDATION OF SPECIAL CONTROLLED CREDIT ORGANIZATIONS

Article 150. Liquidation of special controlled credit organizations

1. Upon the proposal of the State Bank, the Government decides on the policy to liquidate special controlled credit organizations as prescribed in Article 147a of this Law or those falling under one of the cases stipulated in Clause 4 of Article 148, Clause 4 of Article 148c, Clause 2 of Article 149a, or Clause 4 of Article 149d of this Law when such credit organizations meet the conditions for liquidation as prescribed by laws on business dissolution and cooperative dissolution.

2. The procedures and formalities for deciding on the policy to liquidate special controlled credit organizations as prescribed in Clause 4 of Article 148, Clause 4 of Article 148c, Clause 2 of Article 149a, and Clause 4 of Article 149d of this Law shall be implemented according to the provisions of Clause 2 and Clause 3 of Article 147a of this Law.

Article 150a. Organization to implement liquidation

1. After the Government decides on the policy to liquidate, the State Bank directs, monitors, and supervises the implementation of the liquidation of special controlled credit organizations and oversees the liquidation of assets as prescribed in Clause 2 of Article 156 of this Law.

2. Special controlled credit organizations shall carry out the liquidation in accordance with the law.

Section 1đ.

PLAN FOR COMPULSORY TRANSFER OF SPECIAL CONTROLLED COMMERCIAL BANKS

Article 151. Compulsory transfer of special controlled commercial banks

1. The State Bank submits to the Government for decision on the policy to compulsorily transfer special controlled credit organizations that are commercial banks to the transferee organization as prescribed in Article 147a of this Law or those falling under one of the cases stipulated in Clause 4 of Article 148, Clause 4 of Article 148c, Clause 2 of Article 149a, or Clause 4 of Article 149d of this Law when the following conditions are met:

a) The actual value of the charter capital and reserve funds is negative;

b) There is a request from the transferee organization.

2. The procedures and formalities for deciding on the policy to compulsorily transfer special controlled commercial banks as prescribed in Clause 4 of Article 148, Clause 4 of Article 148c, Clause 2 of Article 149a, and Clause 4 of Article 149d of this Law shall be implemented according to the provisions of Clause 2 and Clause 3 of Article 147a of this Law.

Article 151a. Construction and Approval of Plan for Compulsory Transfer of Special Controlled Commercial Banks

1. The State Bank requires special controlled commercial banks to engage independent auditing organizations to review and assess the current financial status and determine the actual value of the charter capital and reserve funds, except where there is already an audit report from an independent auditing organization as prescribed in Article 147 of this Law and that report was issued within six months prior to the date the Government decides on the policy to compulsorily transfer.

2. Based on the results determined by the independent auditing organization regarding the actual value of the charter capital and reserve funds and the recommendation of the Special Control Board, the State Bank decides on the actual value of the charter capital and reserve funds, reduces the charter capital of the special controlled commercial bank, and determines the amount of additional capital needed to ensure that the actual value of the charter capital is at least equal to the statutory minimum capital.

3. The State Bank issues a document requiring the special controlled commercial bank to increase its charter capital within a specific timeframe.

If the commercial bank completes the increase in charter capital, the State Bank requires the commercial bank to continue implementing the approved plan or to develop and implement a recovery plan as prescribed in Section 1b of Chapter VIII of this Law, or the State Bank considers terminating the special control according to the provisions of Article 145b of this Law.

If the commercial bank fails to complete the increase in charter capital, the Special Control Board requests the transferee organization to draft and complete the compulsory transfer plan for submission to the Special Control Board for examination within sixty days from the date of receipt of the request.

4. Within thirty days from the date of receipt of the proposed compulsory transfer plan from the transferee organization, the Special Control Board evaluates and reports to the State Bank on the feasibility of the compulsory transfer plan.

5. Within sixty days from the date of receipt of the report and the proposed compulsory transfer plan submitted by the Special Control Board, the State Bank examines and submits the plan for compulsory transfer of special controlled commercial banks to the Government for approval.

6. Within thirty days from the date the State Bank submits the plan, the Government examines and approves the compulsory transfer plan and instructs the State Bank to issue a decision on compulsory transfer.

7. In case a compulsory transfer plan cannot be developed or is not approved, the State Bank submits to the Government for decision on the policy to declare bankruptcy of the special controlled commercial bank.

Article 151b. Contents of the Compulsory Transfer Plan

The compulsory transfer plan shall include at least the following contents:

1. Information about the transferee;

2. Capital increase plan and implementation timeline;

3. Business operation plan suitable for the actual situation of the commercial bank under special control at each stage;

4. Organizational structure, management, and operation plan;

5. Plan to handle weaknesses, deficiencies, non-performing loans, and collateral assets;

6. Plan to handle deposits from corporate customers, deposits and loans from other credit institutions; plan to handle special loans already borrowed, including special loans prescribed in Clause 3 of Article 145a of this Law;

7. Plan to handle shares, equity contributions of the transferee in the commercial bank under special control after compulsory transfer exceeding the limits applicable to credit institutions not under special control or handling legal entities for the commercial bank under special control after compulsory transfer through increasing capital, transferring shares, equity contributions to new investors, merging or consolidating with other credit institutions;

8. Support measures prescribed in Article 151c of this Law that need to be applied;

9. Implementation roadmap and timeline for the compulsory transfer plan.

Article 151c. Support Measures for Implementing the Compulsory Transfer Plan

A commercial bank subject to compulsory transfer may apply one or more measures prescribed in Clause 1 of Article 148b of this Law according to the approved compulsory transfer plan.

Article 151d. Organization of Implementation of the Compulsory Transfer Plan

1. The State Bank issues a decision on compulsory transfer after the compulsory transfer plan has been approved. From the date the State Bank issues the compulsory transfer decision, all rights and interests of shareholders, contributing members, and shareholders of the commercial bank subject to compulsory transfer cease.

2. The compulsory transfer decision shall include at least the following contents:

a) Name of the transferee; name of the commercial bank subject to compulsory transfer before and after compulsory transfer; legal form and charter capital of the commercial bank after compulsory transfer;

b) Termination of all rights and interests of shareholders, contributing members, and shareholders of the commercial bank subject to compulsory transfer;

c) Responsibilities of the transferee and the commercial bank under special control after compulsory transfer.

3. The transferee shall perform the following contents:

a) Exercise the rights of shareholders, contributing members, and shareholders at the commercial bank subject to compulsory transfer;

b) Implement the approved compulsory transfer plan.

4. The commercial bank under special control after compulsory transfer shall perform the following contents:

a) Procedures to change the legal form (if any) of the commercial bank under special control; procedures to change shareholders, contributing members, and shareholders;

b) Implement the approved compulsory transfer plan.

5. In case of necessity, the State Bank shall submit to the Government a decision to amend and supplement the compulsory transfer plan, including extending the implementation timeline of the compulsory transfer plan.

6. The State Bank shall direct, inspect, and supervise the implementation of the approved compulsory transfer plan.

7. In case the commercial bank under special control fails to rectify the situation leading to special control within the implementation timeline of the compulsory transfer plan, the State Bank shall examine and submit to the Government a decision to declare bankruptcy of the commercial bank under special control.

Article 151d. Conditions for the transferee

1. The transferee that is a credit organization must meet the following conditions:

a) Operating profitably for at least two consecutive years prior to the date of requesting to accept the transfer according to the audited financial report;

b) Meeting the safety ratios prescribed in Article 130 of this Law;

c) Having a feasible mandatory transfer plan, which includes contents proving that the transferee has sufficient capital to contribute according to the plan.

2. The transferee that is not a credit organization must meet the following conditions:

a) Being a legal entity;

b) Meeting the conditions stipulated in points a and c of Clause 1 of this Article.

Article 151e. Rights of the transferee

1. The transferee that is a credit organization shall have the following rights:

a) Owning 100% of the charter capital of the commercial bank being compulsorily transferred if such commercial bank is converted into a limited liability company;

b) Not consolidating the financial reports of the commercial bank being compulsorily transferred;

c) Excluding the commercial bank being compulsorily transferred when calculating the consolidated capital adequacy ratio;

d) The contribution capital to the commercial bank being compulsorily transferred does not need to establish provisions for impairment of investment and is excluded from the calculation of the limit on contribution capital and purchase of shares of the credit organization accepting the transfer.

The level of contribution capital and purchase of shares of the credit organization accepting the transfer into the commercial bank being compulsorily transferred shall be carried out according to the ratio prescribed in the approved compulsory transfer plan;

đ) Selling or issuing shares of the credit organization accepting the transfer to foreign investors in accordance with the approved compulsory transfer plan;

e) Applying one or more support measures prescribed in Article 148b of this Law according to the approved compulsory transfer plan.

2. The transferee that is not a credit organization shall have the right to own shares or contribution capital of the commercial bank being compulsorily transferred exceeding the ownership ratio of shares or contribution capital prescribed in Articles 55 and 70 of this Law.

Article 151g. Handling of shares or contribution capital exceeding the prescribed limits and handling of legal entities for commercial banks under special control after compulsory transfer

1. The handling of shares or contribution capital of the transferee at the commercial bank under special control after compulsory transfer exceeding the limits applicable to credit organizations not under special control or the handling of legal entities for commercial banks under special control after compulsory transfer shall be implemented according to the approved compulsory transfer plan.

2. The handling of shares or contribution capital or handling of legal entities as prescribed in Clause 1 of this Article shall be carried out before the deadline specified in the approved compulsory transfer plan when all of the following conditions are met:

a) Completing the increase in charter capital according to the approved compulsory transfer plan;

b) One year after the effective date of the decision on compulsory transfer.

Section 1e.

REORGANIZATION PLAN FOR SPECIAL CONTROLLED CREDIT ORGANIZATIONS

Article 152. Bankruptcy of special controlled credit organizations

1. The State Bank shall examine and submit to the Government for decision on the policy of bankruptcy of special controlled credit organizations in accordance with the provisions of Article 147a of this Law or when such organizations fall into a state of bankruptcy under one of the circumstances stipulated in Clause 4 of Article 148, Clause 4 of Article 148c, Clause 2 of Article 149a, Clause 4 of Article 149d, Clause 7 of Article 151a, or Clause 7 of Article 151d of this Law.

2. The procedures and formalities for deciding on the policy of bankruptcy under the circumstances stipulated in Clause 4 of Article 148, Clause 4 of Article 148c, Clause 2 of Article 149a, Clause 4 of Article 149d, Clause 7 of Article 151a, and Clause 7 of Article 151d of this Law shall be carried out in accordance with the provisions of Clauses 2 and 3 of Article 147a of this Law.

Article 152a. Development and Approval of the Bankruptcy Plan

1. Within thirty days from the date the Government decides on the policy of bankruptcy of special controlled credit organizations, the Special Control Board shall be responsible for leading and coordinating with the special controlled credit organization, the Vietnam Deposit Insurance Corporation to develop a bankruptcy plan for submission to the State Bank for examination.

In the case of developing a bankruptcy plan for people's credit funds, the Special Control Board shall be responsible for leading and coordinating with the special controlled people's credit fund, the Vietnam Deposit Insurance Corporation, and the Vietnam Cooperative Bank.

2. Within thirty days from the date of receipt of the bankruptcy plan, the State Bank shall be responsible for examining and evaluating the feasibility of the plan, and submitting it to the Government for approval of the bankruptcy plan of special controlled credit organizations.

Article 152b. Contents of the Bankruptcy Plan

The bankruptcy plan shall include at least the following contents:

1. Evaluation of the current status and process of handling the special controlled credit organization decided to be subject to bankruptcy;

2. Evaluation of the impact of implementing the bankruptcy plan of the special controlled credit organization on the safety of the credit organization system;

3. Plan for payment of deposits of individual customers;

4. Implementation schedule and responsibility for implementing the bankruptcy plan.

Article 152c. Implementation of the Bankruptcy Plan

1. The State Bank shall direct, inspect, and supervise the implementation of the approved bankruptcy plan, including requiring the special controlled credit organization to file a request with the Court to initiate bankruptcy proceedings in accordance with the law on bankruptcy.

2. If necessary, the State Bank shall submit to the Government for decision on amending and supplementing the bankruptcy plan.

3. The implementation of bankruptcy of special controlled credit organizations shall be carried out in accordance with the provisions of the law on bankruptcy of credit organizations.”

29. Supplement Clause 3 to Article 155 as follows:

“3. After the Judge appoints the Administrator or the enterprise managing and liquidating assets, the State Bank shall recover the Operating License of the credit organization.”

30. Supplement the phrase "foreign bank branch" after the phrase "credit organization" in the name of Article 156, Clause 2 and Clause 4 of Article 156.

31. Amend and supplement Clause 3 of Article 156 as follows:

“3. During the supervision of the asset liquidation process of dissolved credit organizations, if the State Bank discovers that the credit organization is unable to fully pay off its debts, the State Bank shall issue a decision to terminate the liquidation and implement the bankruptcy plan of the credit organization in accordance with Section 1e of Chapter VIII of this Law.”

Article 2. Implementation clause

This Law shall take effect from January 15, 2018.

Article 3. Transitional Provisions

1. Restructuring of credit organizations that have been subject to special control or are implementing a resolution plan decided by the competent authority or commercial banks compulsorily purchased before the effective date of this Law shall continue to be implemented according to the plan already decided.

Adjustments to one or more contents of the plan already decided, changing the plan, or developing a new restructuring plan shall be carried out in accordance with the relevant provisions in Sections 1, 1b, 1c, 1d, 1đ, and 1e of Chapter VIII of the Credit Organizations Law No. 47/2010/QH12 amended and supplemented by this Law.

2. During the period of special control, commercial banks compulsorily purchased before the effective date of this Law shall be subject to one or more support measures prescribed in Clause 1 of Article 148b of the Credit Organizations Law No. 47/2010/QH12 amended and supplemented by this Law, as decided by the Prime Minister based on the proposal of the State Bank.

3. For commercial banks compulsorily purchased before the effective date of this Law, the transfer of the entire share capital, charter capital to other credit organizations or investors from the date this Law takes effect shall be carried out in accordance with the following provisions:

a) The State Bank shall develop a plan for submission to the Prime Minister for approval before implementation;

b) The plan shall include at least the following contents: information about the transferee; plan for handling shares, contributions exceeding the limit prescribed in the compulsorily purchased commercial bank after the transfer in the event the transferee is a credit organization established and operating in Vietnam; schedule, time limit for implementing the transfer plan; contents prescribed in Clauses 2, 3, 4, 5, and 6 of Article 151b of the Credit Organizations Law No. 47/2010/QH12 amended and supplemented by this Law; contents prescribed in Points d, đ, and g of this clause;

c) The transferee must meet the conditions for the transferee prescribed in Article 151đ of the Credit Organizations Law No. 47/2010/QH12 amended and supplemented by this Law;

d) Transfer of contribution shares through direct negotiation with the buyer; the transfer price of contribution shares shall not be lower than the actual value of the charter capital and reserves determined by an independent auditing organization and according to market mechanisms;

đ) A commercial bank that has been compulsorily purchased after transfer shall apply one or more support measures prescribed in Clause 1 of Article 148b of the Law on Credit Institutions No. 47/2010/QH12 amended and supplemented by this Law, to sell non-performing loans secured by collateral to an organization wholly owned by the State established by the Government for the purpose of handling non-performing loans of credit institutions;

e) The transferee may exercise the rights of the assignee as provided for in Article 151e of the Law on Credit Institutions No. 47/2010/QH12 amended and supplemented by this Law;

g) The disposal of shares or capital contributions exceeding the limits prescribed in a commercial bank that has been compulsorily purchased after transfer, where the transferee is a credit institution established and operating in Vietnam, shall be carried out in accordance with the provisions of Article 151g of the Law on Credit Institutions No. 47/2010/QH12 amended and supplemented by this Law.

4. Managers, directors, and other positions of credit institutions and foreign bank branches appointed or nominated before the effective date of this Law who do not meet the requirements of the Law on Credit Institutions No. 47/2010/QH12 amended and supplemented by this Law shall continue to hold their positions until the end of their term or until the end of their appointment period.

5. For credit facilities contracts signed before the effective date of this Law, credit institutions, foreign bank branches, and customers may continue to perform according to the agreements already concluded until the expiration date of the credit facility contract. From the effective date of this Law, any amendment or supplement to such credit facility contracts shall only be implemented if the content of the amendment or supplement complies with the provisions of the Law on Credit Institutions No. 47/2010/QH12 amended and supplemented by this Law.

6. The State Bank shall provide specific guidance on the time limit, procedures, and transitional procedures for cases where the shareholding ratio of major shareholders of a credit institution and related parties of those shareholders does not comply with the provisions of Clause 3 of Article 55 of the Law on Credit Institutions No. 47/2010/QH12 amended and supplemented by this Law.

This Law was adopted by the National Assembly of the Socialist Republic of Vietnam, the 14th term, fourth session, on November 20, 2017.